THIS OPTION AND THE SHARES ISSUABLE
UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”) IN RELIANCE UPON THE EXEMPTIONS CONTAINED
IN THE ACT.  THIS OPTION AND ANY SHARES ISSUED UPON EXERCISE OF THIS
OPTION MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS; (ii) PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR
RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES); OR
(iii) THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    ORAMED
PHARMACEUTICALS, INC.

    


    Option

    


    
      	
              3,361,360
      Shares of

            	
              ORMP-1

            
	
              Common
      Stock

            	 
      


    

    


    THIS
CERTIFIES that, for value received, Miriam Kidron or her permitted assigns (the
“Grantee”), is entitled to subscribe for and purchase from ORAMED
PHARMACEUTICALS, INC., a Nevada corporation (the “Corporation”), on the terms
and conditions set forth herein, three million, three hundred sixty one
thousand, three hundred sixty (3,361,360) shares (the “Shares”) of fully paid
and nonassessable common stock, $.001 par value per share (“Common Stock”), of
the Corporation.  This Option and any Option or Options subsequently
issued upon exchange hereof are hereinafter collectively referred to as this
“Option.”

     

    This
Option is granted pursuant to the Agreement, dated February 17, 2006, between
the Corporation and Hadasit Medical Research Services and Development Ltd., as
amended and supplemented.

     

    
      	
            	
              Section
      1.

            	
                Exercise of
      Option.

            


    

     

    1.1.           Exercise Price;
Term.  The price of the shares of Common Stock purchasable
pursuant to this Option shall be $0.001 per share, subject to adjustment
pursuant to Section 3 below (such price, as adjusted from time to time,
being hereinafter referred to as the “Exercise Price”).  This Option
shall become immediately exercisable as to all of the Shares.  This
Option shall expire at 5:00 p.m., New York time, on December 31, 2012 (the
“Expiration Date”).

     

    
      
         


      

      
         

        
          

        

      

      
         


      

    

     

    1.2.           Exercise.  This
Option may be exercised in whole or in part (to the extent that it is
exercisable in accordance with its terms) by giving written notice to the
Corporation at its principal executive office, together with the payment of the
Exercise Price of the Shares covered by this Option, as set forth in Section 1.3
below.  Such written notice shall be signed by the person exercising
this Option, shall state the number of Shares with respect to which this Option
is being exercised, shall contain any warranty required by Section 7 below
and shall otherwise comply with the terms and conditions of this
Option.  The Corporation shall pay all original issue taxes with
respect to the issue of the shares of Common Stock pursuant hereto and all other
fees and expenses necessarily incurred by the Corporation in connection
herewith.  Except as specifically set forth herein, the Grantee
acknowledges that any income or other taxes due from her with respect to this
Option or the Shares issuable pursuant to this Option shall be the
responsibility of the Grantee.

     

    1.3.           Payment.  Payment
of the of the Exercise Price shall be made:

     

     (a)           by
cash, check or wire transfer of immediately available funds, or

     

     (b)           by
a “net exercise” such that, without the payment of any funds, the Grantee may
exercise the Option and receive the net number of Shares equal to (i) the number
of Shares as to which the Option is being exercised, multiplied by (ii) a
fraction, the numerator of which is the Fair Market Value per Share (on the date
of such exercise) less the Exercise Price per Share, and the denominator of
which is such Fair Market Value per Share (the number of net Shares to be
received shall be rounded down to the nearest whole number of
Shares).

     

    As of any
date, “Fair Market Value” shall be determined as follows:

     

    (i) If
the Common Stock is listed on one or more established stock exchanges or a
national market system, including without limitation the NYSE Amex Exchange and
Nasdaq, the Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on the principal
exchange or system on which the Common Stock is listed on the date of
determination (or, if no closing sales price or closing bid was reported on that
date, as applicable, on the last trading date such closing sales price or
closing bid was reported), as reported in The Wall Street Journal or such other
source as the board of directors of the Corporation, or the compensation
committee of the board of directors, if any, deems reliable;

     

    (ii) If
the Common Stock is regularly quoted on an automated quotation system (including
the OTC Bulletin Board) or by a recognized securities dealer, its Fair Market
Value shall be the closing sales price for such stock as quoted on such system
or by such securities dealer on the date of determination, but if selling prices
are not reported, the Fair Market Value of a share of Common Stock shall be the
mean between the high bid and low asked prices for the Common Stock on the date
of determination (or, if no such prices were reported on that date, on the last
date such prices were reported), as reported in The Wall Street Journal or such
other source as the board of directors of the Corporation, or the compensation
committee of the board of directors, if any deems reliable; or

     

    (iii) In
the absence of an established market for the Common Stock of the type described
in (i) and (ii), above, the Fair Market Value thereof shall be determined by the
board of directors of the Corporation, or the compensation committee of the
board of directors, if any, in good faith.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    1.4.           Issuance of
Securities.  Upon the exercise of this Option, a certificate or
certificates for the Shares so purchased, registered in the name of the Grantee,
shall be delivered to the Grantee and, unless this Option has expired, a new
Option representing the number of Shares (except a remaining fractional share),
if any, with respect to which this Option shall not then have been exercised
shall also be issued to the Grantee within such time.  The Grantee
shall for all purposes be deemed to have become the Grantee of record of the
Shares issued upon exercise of this Option on the date on which the Option was
surrendered and payment of the Exercise Price and any applicable taxes was made,
except that, if the date of such surrender and payment is a date on which the
stock transfer books of the Corporation are closed, the Grantee shall be deemed
to have become the Grantee of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.

     

    Section
2.            Adjustment of Number of
Shares Subject to Option.  Upon any adjustment of the Exercise
Price pursuant to Section 3 hereof, the Grantee shall thereafter be
entitled to purchase, at the adjusted Exercise Price, the number of shares
(rounded down to the nearest whole share) obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the number of shares
purchasable pursuant hereto immediately prior to such adjustment and dividing
the product thereof by the Exercise Price resulting from such
adjustment.

     

    Section
3.           Adjustment of Exercise
Price.

     

     (a)           If
the Corporation shall split, subdivide or combine its Common Stock, the Exercise
Price shall be proportionately increased or decreased as
appropriate.

     

     (b)           If
the Corporation shall pay a dividend with respect to the Common Stock or make
any other distribution with respect to the Common Stock (except any distribution
specifically provided for in Section 4 below) payable in shares of Common
Stock, then the Exercise Price shall be adjusted, from and after the date of
determination of the stockholders entitled to receive such dividend or
distribution, to that price determined by multiplying the Exercise Price in
effect immediately prior to such date of determination by a fraction
(i) the numerator of which shall be the total number of shares of Common
Stock outstanding immediately prior to such dividend or distribution, and
(ii) the denominator of which shall be the total number of shares of Common
Stock outstanding immediately after such dividend or distribution.

     

    Section
4.           Reclassification, Merger,
etc.  In the case of any reclassification of the Common Stock
or in the case of any consolidation or merger of the Corporation with or into
another corporation (other than a merger with another corporation in which the
Corporation is the surviving corporation and which does not result in any
reclassification of the Common Stock) or in the case of any sale of all or
substantially all of the assets of the Corporation, then the Corporation, or
such successor or purchasing corporation, as the case may be, shall execute a
new certificate, providing that the Grantee shall have the right to exercise
such new Option and upon such exercise to receive, in lieu of each share of
Common Stock theretofore issuable upon exercise of this Option, the number and
kind of shares of stock, other securities, money or property receivable upon
such reclassification, change, consolidation or merger by a  Grantee
of shares of the Common Stock with respect to one share of Common
Stock.  Such new Option certificate shall provide for adjustments
which shall be identical to the adjustments provided for herein.  The
provisions of this Section 4 shall similarly apply to successive
reclassifications, changes, consolidations or mergers.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Section
5.           Stock to Be
Reserved.  The Corporation will at all times reserve and keep
available out of its authorized Common Stock or its treasury shares, solely
for  the purpose of issue upon the exercise of this Option as herein
provided, such number of shares of Common Stock as shall then be issuable upon
the exercise of this Option.  The Corporation covenants that all
shares of Common Stock which shall be so issued shall be duly and validly issued
and fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof.

     

    Section
6.           No Stockholder Rights or
Liabilities.  This Option shall not entitle the Grantee to any
voting rights or other rights as a stockholder of the Corporation.  No
provision hereof, in the absence of affirmative action by the Grantee to
purchase shares of Common Stock, and no mere enumeration herein of the rights or
privileges of the Grantee, shall give rise to any liability of the Grantee for
the Exercise Price or as a stockholder of the Corporation, whether such
liability is asserted by the Corporation or by creditors of the Corporation. The
Grantee of this Option shall have rights as a stockholder of the Corporation
only with respect to any shares of Common Stock  covered by the Option
after due exercise of the Option and tender of the full Exercise Price for the
shares of Common Stock being purchased pursuant to such exercise.

     

    Section
7.           Investment Representation
and Legend.  The Grantee, by acceptance of this Option,
represents and warrants to the Corporation that the Grantee is receiving the
Option and, unless at the time of exercise a registration statement under the
Securities Act of 1933, as amended (the “Act”), is effective with respect to
such shares, upon the exercise hereof will acquire the shares of Common Stock
issuable upon such exercise, for investment purposes only and not with a view
towards the resale or other distribution thereof except pursuant to an effective
registration statement under the Act or an applicable exemption from
registration under the Act. The Grantee also hereby agrees that the Grantee
shall not sell, transfer by any means or otherwise dispose of the Option or the
shares of Common Stock issuable upon exercise of the Option without registration
under the Act unless in the opinion of counsel reasonably acceptable to the
Corporation such proposed sale or transfer is exempt from the registration
provisions of the Act.

     

    The
Grantee, by acceptance of this Option, agrees that the Corporation may affix,
unless the shares subject to this Option are registered at the time of exercise,
a legend to the certificates for shares of Common Stock issued upon exercise of
this Option in substantially the following form:

     

    THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).  THE SHARES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF
UNLESS (i) REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS;
(ii) PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH
ACT RELATING TO THE DISPOSITION OF SECURITIES); OR (iii) THE CORPORATION
HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION THAT SUCH
REGISTRATION IS NOT REQUIRED.

     

    Section
8.           Lost, Stolen, Mutilated or
Destroyed Option.  If this Option is lost, stolen, mutilated or
destroyed, the Corporation may, on such terms as to indemnity or otherwise as it
may in its discretion reasonably impose (which shall, in the case of a mutilated
Option, include the surrender thereof), issue a new Option of like denomination
and tenor as the Option so lost, stolen, mutilated or destroyed.

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Section
9.            Successors.  All
the covenants and provisions of this Agreement shall be binding upon and inure
to the benefit of the Corporation, the Grantee and their respective successors
and assigns hereunder.

     

    Section
10.          Governing
Law.  This Option shall be deemed to be a contract made under
the laws of the State of Nevada and for all purposes shall be construed in
accordance with the laws of the said State without giving effect to the rules of
said State governing the conflicts of law.

     

    Section
11.         Transferability.  This
Option shall not be transferable by the Grantee other than by will or the laws
of descent and distribution and shall be written during the Grantee’s lifetime,
only by the Grantee, without the written consent of the Corporation to the
transfer.

     

    Section
12.         Notices.  All
notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly made when delivered, or mailed by
registered or certified mail, return receipt requested:

     

     (a)           If
the Grantee of this Option, to the address of the Grantee; or

     

     (b)           If
to the Corporation, to the address of the Corporation’s principal executive
office as disclosed in the periodic filings made by the Corporation with the
United States Securities and Exchange Commission or such other address as the
Corporation  may designate by notice to the Grantee.

     

    IN
WITNESS WHEREOF, the Corporation has executed this Option by its authorized
signatory.

     

    
      
        
          	 
      	
                  ORAMED
      PHARMACEUTICALS, INC.

                
	
                  Dated:
      as of December 13, 2009

                	 
      
	 
      	 
      
	 
      	
                  By:

                	
                  /Nadav Kidron

                
	 
      	 
      	
                  Name:
      Nadav Kidron

                
	 
      	 
      	
                  Title:
      President and Chief Executive
Officer

                


        

      

    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    [FORM OF ELECTION TO
PURCHASE]

    


    The undersigned hereby irrevocably
elects to exercise the right, represented by this Option, to purchase ______
shares of the Common Stock of ORAMED PHARMACEUTICALS, INC. or any successor
corporation (the “Corporation”).  The undersigned requests that a
certificate for such shares be registered in the name of ______________________
whose address is __________________________, and that such certificate be
delivered to _________________, whose address is
________________________.

    


    The
undersigned intends that payment of the Exercise shall be made as (check
one):

    Cash
Exercise_______

    Net
Exercise_______

    


    If the
Grantee has elected a cash exercise, the Grantee shall pay the sum of $________
by certified or official bank check (or via wire transfer) to the Corporation in
accordance with the terms of the Option.

    


    If the
Grantee has elected a net exercise, a certificate shall be issued to the Grantee
for the number of shares equal to the whole number portion of the product of the
calculation set forth below, which is ___________.

    


    X = Y x
B-A

                    B

    


    Where:

    


    The
number of shares of Common Stock to be issued to the Holder
__________________(“X ”).

    


    The
number of shares of Common Stock purchasable upon exercise of all of the Option
or, if only a portion of the Option is being exercised, the portion of the
Option being exercised ___________________________ (“Y”).

    


    The
Exercise Price ______________ (“A”).

    


    The Fair
Market Value of one share of Common Stock  _______________________ (“
B”).

    


    
      	
              Dated:

            	
              Signature:___________________

            
	 
      	 
      
	 
      	
              (Signature
      must conform in all respects to name of Grantee as specified on the face
      of the Option Certificate.)

            


    

    


    _______________________________

    (Insert
Social Security or other

    Identifying
number of Grantee)